-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BCs4ZEZSl8ifIZC4TS2kGlWcpQM3ckOYbYUvvCc5uKEeff+mOCproMb4UtuBdwVO vObpHE1mQNz3ZXw8mPv+Kw== 0000715165-07-000007.txt : 20070430 0000715165-07-000007.hdr.sgml : 20070430 20070430170045 ACCESSION NUMBER: 0000715165-07-000007 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20070430 DATE AS OF CHANGE: 20070430 EFFECTIVENESS DATE: 20070501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHT MANAGED INCOME TRUST CENTRAL INDEX KEY: 0000715165 IRS NUMBER: 042789493 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 002-81915 FILM NUMBER: 07801460 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: WRIGHT MANAGED BOND TRUST DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BOND FUND FOR BANK TRUST DEPARTMENTS BFBT FUND DATE OF NAME CHANGE: 19880218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WRIGHT MANAGED INCOME TRUST CENTRAL INDEX KEY: 0000715165 IRS NUMBER: 042789493 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-03668 FILM NUMBER: 07801461 BUSINESS ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-482-8260 MAIL ADDRESS: STREET 1: THE EATON VANCE BUILDING STREET 2: 255 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: WRIGHT MANAGED BOND TRUST DATE OF NAME CHANGE: 19910331 FORMER COMPANY: FORMER CONFORMED NAME: BOND FUND FOR BANK TRUST DEPARTMENTS BFBT FUND DATE OF NAME CHANGE: 19880218 0000715165 S000009473 WRIGHT U.S. Government Near Term Fund C000025925 Wright U.S. Government Near Term Fund WNTBX 0000715165 S000009581 Wright Total Return Bond Fund C000026173 Wright Total Return Bond Fund WTRBX 0000715165 S000009582 Wright Current Income Fund C000026174 Wright Current Income Fund WCIFX 485BPOS 1 pea380407.txt PEA 38 FOR INCOME TRUST (RE TAX OPINION LETTER) As filed with the Securities and Exchange Commission on April 30, 2007. 1933 Act File No. 2-81915 1940 Act File No. 811-3668 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933 [x] POST-EFFECTIVE AMENDMENT NO. 38 [x] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x] AMENDMENT NO. 40 [x] THE WRIGHT MANAGED INCOME TRUST ------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) 255 State Street, Boston, Massachusetts 02109 ------------------------------------------------ (Address of Principal Executive Offices) 617-482-8260 ----------------------------------- (Registrant's Telephone Number) Alan R. Dynner 255 State Street, Boston, Massachusetts 02109 --------------------------------------------------------- (Name and Address of Agent for Service) It is proposed that this filing will become effective pursuant to Rule 485 (check appropriate box): [ ] Immediately upon filing pursuant to paragraph (b) [ ] On (date) pursuant to paragraph (a)(1) [x] On May 1, 2007 pursuant to paragraph (b) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] On (date) pursuant to paragraph (a)(2) If appropriate, check the following box: [ ] This post-effective amendment designates a new effective date for a previously filed post-effective amendment. THE WRIGHT MANAGED INCOME TRUST CROSS-REFERENCE SHEET ITEMS REQUIRED BY FORM N-1A Part A. Prospectus* Part B. Statement of Additional Information* Part C. Other Information Signature Pages Exhibits * Previously filed in Registrant's Registration Statement on Form N-1A, file Nos. 2-81915 and 811-3668 and on April 27, 2007 (Accession Number 0000715165-07-000006), and incorporated herein by reference. The sole purpose of this filing is to include in the Registration Statement the Opinion and Consent of Counsel on Tax Matters (Exhibit (i)(3)) for the reorganization of Wright U.S. Government Near Term Fund and Wright Current Income Fund filed on Form N-14. PART C ============================== Other Information Item 23. Exhibits (a) (1) Amended and Restated Declaration of Trust dated April 28, 1997 filed as Exhibit (1) to Post-Effective Amendment No. 22 filed April 29, 1997 and incorporated herein by reference. (2) Amendment of Establishment and Designation of Series dated February 26, 2002 filed as Exhibit (a)(2) to Post-Effective Amendment No. 31 filed April 29, 2002 and incorporated herein by reference. (3) Amended Establishment and Designation of Series dated June 12, 2003 filed herewith as Exhibit (a)(3) to Post-Effective Amendment No. 33 on April 29, 2004 and incorporated herein by reference. (4) Amended Establishment and Designation of Series dated May 19, 2004 filed as Exhibit (a)(4) to Post-Effective Amendment No. 34 on February 25, 2005 and incorporated herein by reference. (5) Amended Establishment and Designation of Series dated December 16, 2004 filed as Exhibit (a)(5) to Post-Effective Amendment No. 34 on February 25, 2005 and incorporated herein by reference. (6) Amended Establishment and Designation of Series dated December 11, 2006 filed herewith as Exhibit (a)(6). (b) Amended and Restated By-Laws dated March 18, 1997 filed as Exhibit (2) to Post-Effective Amendment No. 22 filed April 29, 1997 and incorporated herein by reference. (c) Not Applicable (d) (1) Investment Advisory Contract dated September 23, 1998 with Wright Investors' Service, Inc. (on behalf of Wright U.S. Treasury Money Market Fund) filed as Exhibit (d)(1) to Post-Effective Amendment No. 24 on February 24, 1999 and incorporated herein by reference. (2) Investment Advisory Contract dated September 1, 2000 with Wright Investors' Service, Inc. on behalf of: Wright U.S. Treasury Fund, Wright U.S. Government Near Term Fund, Wright Total Return Bond Fund and Wright Current Income Fund filed as Exhibit (d)(2) to Post-Effective Amendment No. 28 on February 28, 2001 and incorporated herein by reference. (3) Amended and Restated Administration Agreement with Eaton Vance Management dated February 1, 1998 filed as Exhibit (5)(b)(1) to Post-Effective Amendment No. 23 filed April 29, 1998 and incorporated herein by reference. (4) Amendment dated June 6, 2000 to Amended and Restated Administration Agreement with Eaton Vance Management dated February 1, 1998 filed as Exhibit (d)(4) to Post-Effective Amendment No. 28 on February 28, 2001 and incorporated herein by reference. (5) Amendment dated December 20, 2002 to Amended and Restated Administration Agreement with Eaton Vance Management dated February 1, 1998, filed as Exhibit (d)(5) to Post-Effective Amendment No. 32 on April 28, 2003 and incorporated herein by reference. (e) Distribution Contract with MFBT Corporation dated December 19, 1984 filed as Exhibit (6) to Post-Effective Amendment No. 20 filed February 29, 1996 and incorporated herein by reference. (f) Not Applicable (g) (1) Custodian Agreement with Investors Bank & Trust Company dated December 19, 1990 filed as Exhibit (8)(a) to Post-Effective Amendment No. 20 filed February 29, 1996 and incorporated herein by reference. (2) Amendment dated September 20, 1995 to Master Custodian Agreement filed as Exhibit (8)(b) to Post-Effective Amendment No. 20 filed February 29, 1996 and incorporated herein by reference. (3) Amendment dated September 24, 1997 to Master Custodian Agreement filed as Exhibit (g)(3) to Post-Effective Amendment No. 24 on February 24, 1999 and incorporated herein by reference. (4) Extension Agreement dated January 9, 2001 to the Custodian Agreement with Investors Bank & Trust Company dated December 19, 1990 filed as Exhibit (g)(4) to Post-Effective Amendment No. 28 on February 28, 2001 and incorporated herein by reference. (5) Amendment Agreement dated June 16, 2003 to the Custodian Agreement with Investors Bank & Trust Company dated December 19, 1990 filed as Exhibit (g)(5) to Post-Effective Amendment No. 33 on April 29, 2004 and incorporated herein by reference. (6) Delegation Agreement with Investors Bank & Trust Company dated December 7, 2000 pursuant to Rules 17f-5 and 17f-7 filed as Exhibit (g)(4) to Post-Effective Amendment No. 7 of Catholic Values Investment Trust (File Nos. 333-17161, 811-07951) filed with the Commission on April 26, 2001 (Accession No. 0000715165-01-500014) and incorporated herein by reference. (h) (1) Transfer Agency and Services Agreement dated June 14, 2002 between the Registrant and Forum Shareholder Services, LLC, filed as Exhibit (h)(1) to Post-Effective Amendment No. 31 filed April 29, 2002 and incorportated herein by reference. (2) Service Plan dated May 1, 1997 filed as Exhibit (9)(c) to Post-Effective Amendment No. 22 filed April 29, 1997 and incorporated herein by reference. (i) (1) Opinion of Counsel dated April 7, 1998 filed as Exhibit (10) to Post-Effective Amendment No. 23 and incorporated herein by reference. (2) Consent of Counsel filed herewith as Exhibit (i)(2) to Post-Effective Amendment No. 37 and incorporated herein by reference. (3) Opinion and Consent of Counsel on Tax Matters filed herewith as Exhibit (i)(3). (4) Consent of Counsel filed herewith as Exhibit (i)(4). (j) (1) Consent of Independent Registered Public Accounting Firm, filed as Exhibit (j) to Post-Effective Amendment No. 37 and incorporated herein by reference. (2) Consent of Independent Registered Public Accounting Firm, filed herewith as Exhibit (j)(2). (k) Not Applicable (l) Not Applicable (m) Standard Shares Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 dated May 1, 1997 filed as Exhibit (15)(c) to Post-Effective Amendment No. 22 filed April 29, 1997 and incorporated herein by reference. (n) Rule 18f-3 Plan dated May 1, 1997 for Standard and Institutional Shares filed as Exhibit (18) to Post-Effective Amendment No. 22 filed April 29, 1997 and incorporated herein by reference. (o) Not Applicable (p) (1) Wright Investors' Service, Inc. Code of Ethics and Policy Statement on Insider Trading filed as Exhibit (p)(1) to Post-Effective Amendment No. 34 on April 29, 2005 and incorporated herein by reference. (2) Code of Ethics of Wright Investors' Service Distributors, Inc. filed as Exhibit (p)(2) to Post-Effective Amendment No. 36 on April 27, 2006 and incorporated herein by reference. (3) Code of Ethics of The Wright Managed Income Trust and The Wright Managed Equity Trust filed as Exhibit (p)(2) to Post-Effective Amendment No. 34 on April 29, 2005 and incorporated herein by reference. (q) Power of Attorney dated March 14, 2006 filed as Exhibit (q) to Post-Effective Amendment No. 36 on April 27, 2006 and incorporated herein by reference. Item 24. Persons Controlled by or under Common Control with Registrant Not Applicable Item 25. Indemnification The Registrant's Amended and Restated By-Laws filed as Exhibit(2) to Post Effective Amendment No. 22 contain provisions limiting the liability, and providing for indemnification, of the Trustees and officers under certain circumstances. Registrant's Trustees and officers are insured under a standard investment company errors and omissions insurance policy covering loss incurred by reason of negligent errors and omissions committed in their capacities as such. Item 26. Business and Other Connections of Investment Adviser Reference is made to the information set forth under the captions "Management and Organization" and "Investment Advisory and Administrative Services" in the Statement of Additional Information, which information is incorporated herein by reference. Item 27. Principal Underwriter (a) Wright Investors' Service Distributors, Inc. (a wholly-owned subsidiary of The Winthrop Corporation) acts as principal underwriter for each of the investment companies named below. The Wright Managed Equity Trust The Wright Managed Income Trust (b) (1) (2) (3) Name and Principal Positions and Officers Positions and Offices Business Address with Principal Underwriter with Registrant - --------------------------------------------------------------------------------------------------------------------------------- A. M. Moody, III* President, Chief Compliance Officer Vice President and Trustee & Director Eugene J. Helm Vice President, Chief Financial Officer, None Secretary, Treasurer & Director Peter M. Donovan* Director President and Trustee - ----------------------------------------------------------------------------------------------------------------------------------- * Address is 440 Wheelers Farms Road, Milford, CT 06461.
(c) Not Applicable. Item 28. Location of Accounts and Records All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are in the possession and custody of the registrant's custodian, Investors Bank & Trust Company, 200 Clarendon Street, Boston, MA 02116, and its transfer agent, Citigroup Fund Services, LLC, Two Portland Square, Portland, ME 04101, with the exception of certain corporate documents and portfolio trading documents which are either in the possession and custody of the Registrant's administrator, Eaton Vance Management, 255 State Street, Boston, MA 02109 or of the investment adviser, Wright Investors' Service, Inc., 440 Wheelers Farms Road, Milford, CT 06460. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of Registrant's administrator, Eaton Vance Management, or of the investment adviser, Wright Investors' Service, Inc. Item 29. Management Services Not Applicable Item 30. Undertakings Not Applicable SIGNATURES Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and it has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milford, and the State of Connecticut on the 30th day of April, 2007. THE WRIGHT MANAGED INCOME TRUST By: /s/ Peter M. Donovan -------------------------------- Peter M. Donovan, President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated and on the 30th day of April, 2007. SIGNATURE TITLE - ------------------------------------------------------------------------------- /s/ Peter M. Donovan President, Principal - -------------------- Executive Officer & Trustee Peter M. Donovan Barbara E. Campbell* Treasurer, Principal - ---------------------- Financial and Accounting Officer Barbara E. Campbell James J. Clarke* Trustee - ----------------------- James J. Clarke Dorcas R. Hardy* Trustee - ----------------- Dorcas R. Hardy A. M. Moody III* Trustee - ------------------ A. M. Moody III Richard E. Taber* Trustee - ----------------- Richard E. Taber * By /s/ Peter M. Donovan - ------------------------- Peter M. Donovan Attorney-in-Fact EXHIBIT INDEX The following Exhibits are filed as part of this Amendment to the Registration Statement pursuant to Rule 483 of Regulation C. Exhibit No. Description - ------------------------------------------------------------------------------- (i)(3) Opinion and Consent of Counsel on Tax Matters (i)(4) Consent of Counsel (j)(2) Consent of Independent Registered Public Accounting Firm - ------------------------------------------------------------------------------- EX-1 2 incexi30407.txt OPINION AND COSENT OF COUNSEL ON TAX MATTERS EXHIBIT (i)(3) WILMER HALE 60 State Street Boston, MA 02109 December 8, 2006 Wright Current Income Fund 255 State Street Boston, MA 02109 Wright U.S. Government Near Term Fund 255 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of December 8, 2006 by and between Wright Current Income Fund ("Acquiring Fund") and Wright U.S. Government Near Term Fund ("Acquired Fund"), each a series of The Wright Managed Income Trust, a Massachusetts business trust. Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the Assumed Liabilities of Acquired Fund, as defined in the Agreement (the "Acquired Fund Liabilities"), and (ii) the issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the "Transaction"). All section references, unless otherwise indicated, are to the United States Internal Revenue Code of 1986, as amended (the "Code"). In rendering this opinion, we have examined and relied upon (i) the prospectus for Acquiring Fund dated May 1, 2006; (ii) the statement of additional information for Acquiring Fund dated May 1, 2006; (iii) the prospectus for Acquired Fund dated May 1, 2006; (iv) the statement of additional information for Acquired Fund dated May 1, 2006; (v) the proxy statement and prospectus on Form N-14; (vi) the Agreement; (vii) the tax representation certificates delivered pursuant to the Agreement and relevant to this opinion (the "Representation Certificates"); and (viii) such other documents as we deemed necessary or relevant to our analysis. In our examination of documents, we have assumed, with your permission, the authenticity of original documents, the accuracy of copies, the genuineness of signatures, the legal capacity of signatories, and the proper execution of documents. We have further assumed, with your permission, that (i) all parties to the Agreement and to any other documents examined by us have acted, and will act, in accordance with the terms of such Agreement and documents and that the Transaction will be consummated pursuant to the terms and conditions set forth in the Agreement without the waiver or modification of any such terms and conditions; (ii) all representations contained in the Agreement, as well as those representations contained in the Representation Certificates are, on the date hereof, and will be, at the consummation of the Transaction and thereafter as relevant, true and complete; (iii) any representation made in any of the documents referred to herein "to the knowledge and belief" (or similar qualification) of any person or party is, and at the consummation of the Transaction will be, correct without such qualification; and (iv) as to all matters for which a person or entity has represented that such person is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. We have not attempted to verify independently any of the above assumptions or representations, but in the course of our representation, nothing has come to our attention that would cause us to question the accuracy thereof. The conclusions expressed herein represent our judgment as to the proper treatment of the Transaction for United States federal income tax purposes based upon the relevant provisions of the Code, the Treasury Regulations promulgated thereunder, and interpretations of the foregoing as expressed in court decisions and administrative determinations, all as in effect on the date of this opinion. We cannot give any assurance that such laws will not be amended or otherwise changed after the consummation of the Transaction or that any such changes will not affect the conclusions expressed herein. We undertake no obligation to update or supplement this opinion to reflect any changes in law that may occur. Our opinion represents our best judgment of how a court would decide if presented with the issues addressed herein and is not binding upon the Internal Revenue Service (the "IRS") or any court. Thus, no assurance can be given that a position taken in reliance on our opinion will not be challenged by the IRS or rejected by a court. This opinion is limited to the specific United States federal income tax consequences of the Transaction set forth below. It does not address any other federal, state, local, or foreign income, estate, gift, transfer, sales, use, or other tax consequences that may result from the Transaction or any other transaction, including any transaction undertaken in connection with the Transaction. On the basis of and subject to the foregoing and in reliance upon the representations, facts and assumptions described above, we are of the opinion that the acquisition by Acquiring Fund of the assets of Acquired Fund solely in exchange for the issuance of Acquiring Fund Shares to Acquired Fund and the assumption of the Acquired Fund Liabilities by Acquiring Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of Acquiring Fund Shares to Acquired Fund shareholders in exchange for their Acquired Fund Shares and the termination of Acquired Fund, will constitute a "reorganization" within the meaning of Section 368(a) of the Code. As indicated above, our opinion is based solely on the documents that we have examined, including without limitation the Representation Certificates and the assumptions described herein. If any of the facts or representations contained in such documents is, or later becomes, inaccurate in any material respect, or if any of the assumptions we have made is, or later becomes, unfounded in any material respect, our opinion may be adversely affected and may not be relied upon. This opinion is being delivered to you solely in connection with the closing condition set forth in Section 9.4 of the Agreement. This opinion is intended solely for the benefit of you and the shareholders of Acquired Fund and it may not be relied upon for any other purpose or by any other person or entity, and may not be made available to any other person or entity, without our prior written consent. We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the "Commission") as an exhibit to the Trust's Registration Statement in accordance with the requirements of Form N-14 under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, WILMER CUTLER PICKERING HALE AND DORR LLP By: /s/ Erik H. Corwin ------------------- Erik H. Corwin EX-2 3 exi4topea380407.txt CONSENT OD COUNSEL WILMER HALE 60 State Street Boston, MA 02109 April 30, 2007 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20002 Re: Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A of The Wright Managed Income Trust (the "Trust") File Nos. 2-81915; 811-3668 ("PEA no. 38") Dear Gentlemen: Wilmer Cutler Pickering Hale and Dorr LLP hereby consents to the filing of its opinion and consent of counsel on tax matters, dated December 8, 2006, with the Securities and Exchange Commission on April 30, 2007, as exhibit no. (i)(3) to PEA no. 38 to the Trust's registration statement on Form N-1A. This consent may not be used for any purpose other than as set forth above without our further consent. Very truly yours, Wilmer Cutler Pickering Hale and Dorr LLP By: /s/ Timothy F. Silva --------------------------- Timothy F. Silva, Partner EX-3 4 incexj20407.txt CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM EXHIBIT (j)(2) CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Post-Effective Amendment No. 38 to Registration Statement No. 2-81915 on Form N-1A of our report dated February 16, 2007, relating to the financial statements and financial highlights of The Wright Managed Income Trust (the "Trust"), including Wright Total Return Bond Fund, and Wright Current Income Fund appearing in the Annual Report on Form N-CSR of the Trust for the year ended December 31, 2006, and to the references to us under the headings "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information, which are part of such Registration Statement. /s/ Deloitte & Touche LLP - ------------------------- DELOITTE & TOUCHE LLP April 30, 2007 Boston, Massachusetts -----END PRIVACY-ENHANCED MESSAGE-----